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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 6, 2000
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CAMCO FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-25196 51-0110823
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(State or other jurisdiction (Commission File No.) (IRS Employer I.D. No.)
of incorporation)
814 Wheeling Avenue, Cambridge, Ohio 45725-0708
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (740) 435-2020
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Item 2. Acquisition or Disposition of Assets.
Following receipt of all regulatory approvals and shareholder
approvals, Camco Financial Corporation, a Delaware corporation ("Camco"),
completed the acquisition of Westwood Homestead Financial Corporation, an
Indiana corporation ("WHFC"). Pursuant to the terms and conditions of an
Agreement of Merger and Plan of Reorganization, dated August 6, 1999 (the
"Agreement"), by and among Camco, WHFC and its wholly-owned subsidiary, Westwood
Homestead Savings Bank, a savings bank organized under the laws of the State of
Ohio ("WHSB"). The Agreement provided for the merger of WHFC with and into Camco
(the "Merger"). Pursuant to the Merger, Camco acquired all of the assets of WHFC
and WHSB. The following summary of some of the material terms and conditions of
the Agreement is qualified in its entirety by reference to the Agreement, a copy
of which is attached hereto as Exhibit 2.
Pursuant to the Agreement, holders of WHFC common shares are entitled
to receive 0.611 shares of Camco and $5.20 (the "Per Share Merger
Consideration") for each share held on January 6, 2000. The Company will fund
the cash portion of the acquisition with the proceeds of a loan received from
Firstar Bank, N.A.
On January 6, 2000, there were approximately 10,843,375 shares of WHFC
issued and outstanding and approximately 228,889 shares of WHFC subject to
outstanding options (the "WHFC Options"). At the effective time of the Merger,
the WHFC Options were assumed by Camco and upon exercise, each holder of WHFC
Options will receive a number of Camco shares equal to the number of shares of
WHFC subject to the WHFC Option multiplied by the value of the Per Share Merger
Consideration divided by the market value of a Camco share on the day the Merger
was completed (the "Option Exchange Ratio"). The per share exercise price of the
WHFC Options after the effective time of the Merger will equal the per share
exercise price of the WHFC Options immediately before the closing of the Merger
divided by the Option Exchange Ratio.
In connection with the Merger, Camco acquired all of the equipment and
other physical property of WHFC and its wholly-owned subsidiary WHSB, all of
which was used in WHSB's banking business. Camco intends to use the assets
acquired in the Merger in the manner utilized by WHFC and WHSB prior to the
acquisition.
Item 7. Financial Statements and Exhibits.
(a) Financial Statement of Business Acquired.
The financial statements of the business acquired are not
being filed with this Report. Such financial statements, if
required, will be filed within 60 days after the date this
Report is filed with the Securities and Exchange Commission
(the "Commission").
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(b) Pro Forma Financial Information.
The pro forma financial information is not being filed with
this Report. Such financial statements, if required, will be
filed within 60 days after the date this Report is filed with
the Commission.
(c) Exhibits.
See Index to Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAMCO FINANCIAL CORPORATION
By: /s/ Larry A. Caldwell
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Larry A. Caldwell, President
Date: January 20, 2000
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INDEX TO EXHIBITS
Exhibit Number Description
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2 Agreement of Merger and Plan of Reorganization, dated
August 6, 1999, by and among Camco Financial
Corporation, Westwood Homestead Financial Corporation
and The Westwood Homestead Savings Bank.
99 News Release of Camco Financial Corporation dated
January 6, 2000.
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